have obtained and will obtain all necessary permits and other approvals for conducting their respective businesses and operations; (vii) the absence of
evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions; however, none of the attorneys in this firm who has rendered legal services in
connection with the representation described in the first paragraph of this opinion letter has any current actual knowledge of any such evidence; and (viii) the identity and capacity of all individuals acting or purporting to act as public officials
or corporate officers. 

  

 We have without independent
investigation relied upon and assumed the truth and accuracy of each of the representations and warranties in the Lease Agreement and the Guarantee as to factual matters contained in or made pursuant to the Lease Agreement and the Guarantee and
certificates delivered thereunder. We have not undertaken any independent investigation to determine the accuracy of any factual statement therein, and no inference that we have any knowledge of any matters pertaining to any such statement should be
drawn from our representation of Lessor and/or Guarantor. 

  

 In
rendering the following opinions, we have relied, without making any independent investigation with respect thereto, upon the opinion of
[                            ], acting as internal counsel to Lessor, delivered to you on the date
hereof, as to the matters addressed therein. 

  

 Based upon and
subject to the foregoing and subject also to the comments, assumptions, qualifications and exceptions set forth below, and having considered such questions of law as we have deemed necessary as a basis for the opinions expressed below, we are of the
opinion that: